Deardorff Eric David 4
4 · Soho House & Co Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Soho House (SHCO) Director Eric Deardorff Receives $304,362 in Merger
What Happened Eric Deardorff, a director of Soho House & Co. Inc. (SHCO), had 33,818 shares of the issuer's Class A common stock disposed of to the issuer in connection with a merger effective January 29, 2026. Under the Merger Agreement, those shares were cancelled and converted into the right to receive $9.00 per share in cash, for a gross cash value of $304,362 (subject to applicable withholding taxes). This was a disposition resulting from the company merger — not an open‑market sale by the insider.
Key Details
- Transaction date: January 29, 2026 (Merger effective time).
- Consideration: $9.00 per share; total gross cash = $304,362; subject to withholding taxes (per footnote).
- Shares affected: 33,818 Class A shares cancelled and converted to cash.
- Filing: Form 4 filed Feb 2, 2026 (check compliance with the two‑business‑day Form 4 rule if timing is a concern).
- Footnotes: F1 documents the merger; F2 confirms automatic conversion/cash payment of $9.00/share.
Context This disposition arose from the corporate merger (Merger Sub merged into the issuer) and reflects contract terms, not a voluntary open‑market sale — such merger conversions are routine and do not necessarily indicate the insider’s view of the company’s prospects. The payment is cash, subject to applicable tax withholdings.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-01-29−33,818→ 0 total
Footnotes (2)
- [F1]On January 29, 2026, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 15, 2025 (the "Merger Agreement"), by and among the Issuer, EH Parent LLC, a Delaware limited liability company and an affiliate of The Yucaipa Companies LLC, a Delaware limited liability company ("Parent"), and EH MergerSub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
- [F2]At the effective time of the Merger, and pursuant to the terms of the Merger Agreement, these shares of the Issuer's Class A common stock were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest thereon and subject to applicable withholding taxes.